SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CIRMATICA GAMING S A (Last) (First) (Middle) Rambla de Catalunya 16,4,2a (Street) Barcelona U3 08007 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SCIENTIFIC GAMES CORP [ SGMS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/19/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								6,769	D
Common Stock								6,769	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock(2)	$5.1(3)	11/19/2003		S			1,200,327	09/06/2000	09/06/2005	Common Stock	23,535,823(3)	(4)	0	D
Series A Convertible Preferred Stock	$5.1(3)	11/19/2003		S			1,200,327	09/06/2000	09/06/2005	Common Stock	23,535,823(3)	(4)	0	I	See Footnote(1)

1. Name and Address of Reporting Person* CIRMATICA GAMING S A (Last) (First) (Middle) Rambla de Catalunya 16,4,2a (Street) Barcelona U3 08007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LOTTOMATICA SPA (Last) (First) (Middle) VIA MOSCA 45 (Street) ROME L6 00142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Lottomatica S.p.A. ("Lottomatica") is the sole shareholder of Cirmatica Gaming, S. A. ("Cirmatica"). De Agostini S.p.A. ("De Agostini") is the majority stockholder of Lottomatica. Lottomatica and De Agostini may each be deemed to beneficially own the securities owned by Cirmatica. Each of Lottomatica and De Agostini disclaims beneficial ownership of all of the securities reported hereunder and this Form 4 shall not be construed as an admission that Lottomatica or De Agostini is the beneficial owner of such securities.

2. Prior to November 19, 2003, Cirmatica owned 1,200,327 shares of Series A Preferred Stock (convertible into 23,535,823 shares of Common Stock). Prior to November 19, 2003, Cirmatica may have been deemed to beneficially own additional shares of Series A Preferred Stock as Cirmatica may have been deemed to be a member of a "group" with the Oak Fund for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

3. The Issuer's Definitive Proxy Statement on Form 14A filed on May 23, 2003 (the "Proxy") sets forth an assumed conversion price of $5.10. The conversion price was determined in accordance with the Certificate of Designations governing the Series A Preferred Stock and is subject to upward adjustment to $5.56 and downward adjustment to $4.63, based on the performance of the Common Stock on the 30 trading days preceding the date of conversion. Assuming conversion of all the shares of Series A Preferred Stock held by Cirmatica at the assumed conversion price of $5.10 set forth in the Proxy, such Series A Preferred Stock is convertible into 23,535,823 shares of Common Stock.

4. Pursuant to a Stock Purchase Agreement (the "Agreement"), dated October 10, 2003, by and between Cirmatica and a certain unaffiliated third-party purchaser (the "Investor"), Cirmatica sold an aggregate of 1,200,327 shares of Series A Preferred Stock, representing all of the outstanding Series A Preferred Stock held by Cirmatica, to the Investor for a purchase price of $197,535,701.81 or $164.57 per share of Series A Preferred Stock. Cirmatica also sold its right to dividends on the Series A Preferred Stock through November 18, 2003 to the Investor for a purchase price of $1,623,581.16.

	/s/ Antonio Pisanelli, Chariman	11/19/2003
	/s/ Rosario Bifulco, Chief Executive Officer	11/19/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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